SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Commission Only (as permitted
by Rule 14a-6(e)(2))
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Security Capital U.S. Realty
(Name of Registrant as Specified In Its Charter)
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Name of Person(s) Filing Proxy Statement, If Other Than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
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pursuant to Exchange Act Rule 0-11 (set forth the amount on
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Set forth below is the text of a form of letter sent by Security Capital
U.S. Realty to certain shareholders on or about October 16, 2000.
Form Letter
Date
Name
Title
Address
Dear ______:
On 26 September 2000, SC-U.S. Realty and Security Capital
announced that they had agreed to combine the two companies. Investor and
analyst reaction to the transaction has been positive.
We strongly believe this transaction will result in significant
shareholder value for both shareholder groups. Specifically, this
transaction will have important benefits to SC-U.S. Realty shareholders,
which include:
o Ownership in a company which will have greater liquidity,
an equity market capitalisation of over $3 billion and direct
control of companies with a total market capitalisation $26.2
billion
o SC-U.S. Realty's shareholders receive a premium to the
company's stock price at market close on 25 September 2000,
the day prior to the announcement, as well as increased net
asset value (NAV) on an SCZ stock-equivalent basis
o Elimination of a tier of operating expenses embedded at SC-U.S.
Realty
o Financial flexibility for the combined company to aggressively
repurchase its stock and increase shareholder value in the
process
Attached for your review is the preliminary prospectus filed with the
United States Securities and Exchange Commission (SEC) on October 13, 2000.
I would appreciate it if you would call me with any questions.
Sincerely,
SC-U.S. Realty
Laura L. Hamilton
Vice President
